China Shenhua Energy : AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01088)

ANNOUNCEMENT

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the resolutions of the 18th meeting of the fourth session of the Board held on 22 March 2019, the Company proposes to make certain amendments to the Articles of Association.

The proposed amendments to the Articles of Associations must be approved by way of a special resolution of the Shareholders at the General Meeting to become effective.

INTRODUCTION

Pursuant to the resolutions of the 18th meeting of the fourth session of the Board held on 22 March 2019, the Company proposes to make certain amendments to the Articles of Association, which are in the best interests of the Company and the Shareholders as a whole.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Amend Article 1 of the Articles of Association of China Shenhua Energy Company Limited (the "Articles of Association")

"In order to protect the legitimate rights and interests of the Company, shareholders and creditors and regulate the organization and behavior of the Company, these Articles of Association (or "Articles of Association of the Company") are formulated pursuant to the Company Law of the PRC (hereinafter, "Company Law"), the Securities Law of the PRC (hereinafter, "Securities Law"), the State Council's Special Regulations on Overseas Offerings and Listing of Shares by Joint Stock Limited Company (hereinafter, "Special Regulations"), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (hereinafter, "Mandatory Provisions"), Guide to Articles of Association of Listed Companies (Revised in 2006) (hereinafter, "Guide to Articles of Association") and other relevant regulations."

to:

"In order to protect the legitimate rights and interests of the Company, shareholders and creditors and regulate the organization and behavior of the Company, these Articles of Association (or "Articles of Association of the Company") are formulated pursuant tothe Company Law of the PRC (Revised in 2018)(hereinafter, the "Company Law"),the Securities Law of the PRC (Revised in 2014)(hereinafter, the "Securities Law"), the State Council's Special Regulations on Overseas Offerings and Listing of Shares by Joint Stock Limited Company (hereinafter, "Special Regulations"), Mandatory Provisions for the Articles of Association of Companies Listed Overseas (hereinafter, "Mandatory Provisions"), theGuide to Articles of Association of Listed Companies (Revised in 2016)(hereinafter, the "Guide to Articles of Association")and Code of Corporate Governance for Listed Companies (Revised in 2018)."

• 2. Amend Paragraph 2 and Paragraph 3 of Article 2 of the Articles of Association

  "The Company was established by way of promotion on November 8, 2004 with the approval of the State-owned Assets Supervision and Administration Commission under the PRC State Council (hereinafter, "SASAC"), as evidenced by approval document Guo Zi Gai Ge [2004] No.1005. It was registered with the State Administration for Industry and Commerce, and obtained its business license on November 8, 2004. Its enterprise legal person business license number is 1000001003928.

  The promoter of the Company is Shenhua Group Corporation Limited."

  to:

  "The Company was established by way of promotion on November 8, 2004 with the approval of the State-owned Assets Supervision and Administration Commission under the PRC State Council (hereinafter, "SASAC"), as evidenced by approval document Guo Zi Gai Ge [2004] No.1005. It was registered withthe State Administration for Market Regulation,and obtained its business license on November 8, 2004.The Unified Social Credit Code of the Company is 91110000710933024J.

  The promoter of the Company isChina Energy Investment Corporation Limited."

• 3. Amend Article 7 of the Articles of Association

  "In accordance with the provisions of the Company Law and the Constitution of the Communist Party of China, an organization of the Communist Party of China (hereinafter the "Party") shall be established within the Company. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization. The leading Party members group or Party committee of the Company shall play a leadership role, set the right direction, keep in mind the big picture, ensure the implementation of Party policies and principles, and discuss and decide on major issues of the Company in accordance with regulations."

  to:

  "In accordance with the provisions of the Company Law and the Constitution of the Communist Party of China,a Party Committeeshall be established within the Company. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization. TheParty Committeeof the Company shall play a leadership role, set the right direction, keep in mind the big picture, ensure the implementation of Party policies and principles, and discuss and decide on major issues of the Company in accordance with regulations."

• 4. Amend Article 12 of the Articles of Association

  "The Company's objectives are: to become a value-creating integrated energy company of international standards with sustainable growth that concentrates on the energy industry. Also, it aims to be market- oriented, efficient and to yield positive results, to create value for the society and its staff, and to generate returns for shareholders."

  to:

  "The Company's objectives are:to fulfill and implement the development concept that focuses on innovation, coordination, green, open and sharing,to become a value-creating integrated energy company of international standards with sustainable growth that concentrates on the energy industry. Also, it aims to be market- oriented, efficient and to yield positive results, to create value for the society and its staff, and to generate returns for shareholders."

• 5. Amend Article 20 of the Articles of Association

  "Upon incorporation, 3,398,582,500 H shares were issued to the public, including the issuance of 3,089,620,455 new shares and the sale of 308,962,045 state-owned shares. The total share capital of the Company was 18,089,620,455 shares upon its initial public offering, of which, Shenhua Group Corporation Limited, the promoter, held 14,691,037,955 shares, representing 81.213% of the total share capital. Holders of H Shares held 3,398,582,500 shares, representing 18.787% of the total share capital.

  Upon completion of the issue of H Shares as referred to in the preceding paragraph, the Company issued 1,800,000,000 A Shares upon approval by special resolutions at general meeting of shareholders, and approval by the regulatory authority authorized by the State Council. Shareholding structure of the Company after the aforesaid additional issue of A Shares:

  The Company issued a total of 19,889,620,455 ordinary shares, including 14,691,037,955 held by Shenhua Group Corporation Limited, representing approximately 73.86% of the total ordinary shares issued by the Company; 1,800,000,000 held by other shareholders of domestic shares, representing approximately 9.05% of the total ordinary shares issued by the Company; and 3,398,582,500 held by shareholders of H Shares, representing approximately 17.09% of the total ordinary shares issued by the Company."

to:

"Upon incorporation, 3,398,582,500 H shares were issued to the publicin 2005, including the issuance of 3,089,620,455 new shares and the sale of 308,962,045 state-owned shares.The Company issued 1,800,000,000 A Shares in 2007 upon approval by special resolutions at general meeting of shareholders, and approval by the regulatory authority authorized by the State Council.

The capital structure of the Company is:The Company issued a total of 19,889,620,455ordinary shares,including16,491,037,955 held by shareholders of A Shares, representing approximately 82.91% of the total share capital of the Company;3,398,582,500 held by shareholders of H Shares, representing approximately 17.09% of the total share capital of the Company.13,812,709,196 A Shares are held by the promoter, China Energy Investment Corporation Limited, representing approximately 69.45% of the total share capital of the Company."

6. Amend Paragraph 1 of Article 28 of the Articles of Association

"The Company may, according to the procedures set forth in these Articles of Association and upon the approval by the relevant governing authorities of the PRC, repurchase its issued shares under the following circumstances:

• (1) cancellation of shares for the purpose of reducing its capital;

• (2) merging with other companies that hold shares in the Company;

• (3) awarding shares to Company staff;

• (4) shareholders objecting to resolutions of the general meeting of shareholders concerning merger or division of the Company, requiring the Company to buy their shares;

(5) other circumstances permitted by laws and administrative regulations."